Service Description:

Issuing licenses for new microfinance banks.

Service Documents:

Applicants for a license must submit the following documents to the Central Bank of Syria/Banking Supervision (using the approved and duly published form):

1. Information about the Bank Seeking the License:

·       Proposed name.

·       Legal form

·       Head office

·       Authorized capital

·       Number of shares and nominal value per share

·       Information about the founders (including legal entities "Syrian/non-Syrian" and natural persons "Syrian/non-Syrian" as per the approved form). The strategic partner must be clearly identified in the form.

·       Percentage of each founder's contribution to the capital

·       Percentage of shares offered for public subscription

Additional Documents:

The following documents must be attached to the application form and are considered an integral part of the application:

I. Documents for the Bank Seeking the License:

ü  Proposed organizational structure

ü  Economic feasibility study

ü  Draft articles of association

ü  Notice of payment of the prescribed licensing fees (these fees are non-refundable regardless of the outcome of the application)

II. Documents for the Founders:

A.     Documents for Natural Persons:

1.     A copy of the personal identity card/passport for foreigners and the permanent residence address, residence documents, and a valid criminal record extract issued within the last three months.

2.     Names of companies and institutions on whose boards of directors the founder serves, and whether he/she is the general manager of any of them, the nationalities of these companies, and the addresses of their main headquarters.

3.     A CV (curriculum vitae) including educational qualifications and professional experience, dated and signed by the founder.

4.     A declaration that none of the founders has ever been declared bankrupt if he/she is a merchant, and that he/she has not entered into a preventive composition, and a commitment to inform the Central Bank of Syria/Banking Supervision of any new developments in this regard before the licensing decision is issued.

B. Documents for Legal Entities:

In case the founder is a non-Syrian company or bank:

In addition to the data available to the Central Bank of Syria/Banking Supervision, the following is required:

ü  A certified copy of the company or bank's articles of association and a list of branches.

ü  The last three duly audited balance sheets.

ü  A certified copy of the commercial register/company registration certificate issued within the last three months, or its equivalent in the country of nationality or place of business (if the founder is a foreigner).

ü  A statement of the names of the chairperson and members of the board of directors, the general manager, and the executive director of each legal entity contributing to the establishment, their nationalities, professional and banking experience, educational qualifications, and their respective contributions to the capital of the founding legal entity.

ü  Approval of the supervisory authority to which the contributing legal entities (Syrian and non-Syrian) are subject to in the establishment, if they are subject to supervision in the main headquarters of the company.

ü  Approval of the general assembly of the company or the board of directors, as appropriate, and within the scope of their authority and competence, to contribute to the establishment/capital. This approval is also required if the bank is Syrian.

ü  A declaration that none of the founders has ever been declared bankrupt and that he/she has not entered into a preventive composition, and a pledge to inform the Central Bank of Syria/Banking Supervision of any new developments in this regard before the licensing decision is issued.

In case the founder is a registered association or private institution established under the applicable law (No. 93 of 1958):

1.     A certified copy of each of the establishment decision, the articles of association, and the decision to grant public utility status.

2.     Approval of the Ministry of Social Affairs and Labor for the establishment/contribution.

3.     A certified copy of the audited financial statements for the last three years, audited by an external auditor in due form.

4.     A list of the members of the board of directors/board of trustees of the entity (their names and addresses).

Here's the translation of the remaining text, maintaining the order and structure of the original text:

II. Regarding the Strategic Partner:

The strategic partner must meet the following criteria:

1.     The minimum contribution of the strategic partner to the capital shall not be less than (25%) twenty-five percent, both at the time of establishment and at any subsequent time.

2.     In the event that the list of founders includes more than one strategic partner, the total contributions of the strategic partners shall not be less than the percentage specified in the preceding item of this article.

3.     The strategic partner must have been licensed to carry out its business for at least five years, and its activities must include proven financial activity as evidenced by data on the financing portfolio it has granted.

4.     The strategic partner must have sound financial standing, with equity (according to its audited financial statements for the latest available date) not less than five times the value of its contribution to the bank.

5.     The strategic partner's audited financial statements for the past three years must show a good financial position.

6.     If the strategic partner is an association or private institution (pursuant to the provisions of the applicable law on associations), it must have public utility status, have a wide-ranging activity extending over more than one governorate, be active in the development field in general, and have experience in the field of microfinance as evidenced by duly issued data provided at the time of application by the competent authority that issued the establishment decision.

7.     The following criteria are preferable for the strategic partner:

·       Its credit rating for the latest date should not be less than (BBB) according to the Standards & Poor's rating or its equivalent from other international rating agencies.

·       It should have an international presence in more than one country.

III. Consideration will be given to the need to establish this type of bank in light of the economic conditions and banking services available in Syria in general and in the area where the bank is to be established in particular.

IV. The Monetary and Credit Council shall issue its decision within 60 days from the date of notification of the applicants for the license or their representatives of the notification.

V. Application for Registration:

a. After the issuance of the licensing decision, the founders shall submit an application to open an account with the Central Bank of Syria to pay the capital in the name of the bank under establishment

b. Complete the company establishment procedures with the Ministry of Internal Trade and Consumer Protection and the Syrian Commission on Financial Markets and Securities, as appropriate, in accordance with the provisions of the applicable laws and regulations.

c. In parallel, the founders shall submit an application to the Central Bank of Syria/Banking Supervision for registration at the Register of Microfinance Banks using the approved form, and attach the following documents and information to the application:

d. Detailed address of the head office _________________ email _________________ phone _________________ fax.

ü  Notification of the deposit of the full authorized cash capital of the bank in cash in one lump sum in the account opened for this purpose at the Central Bank of Syria if the legal form of the bank is a "private joint stock company", or 50% of the authorized cash capital of the bank in cash in one lump sum in the said account if the legal form of the bank is a "public joint stock company."

ü  Notification of the deposit of 5% of the paid-up capital of the bank in a frozen account with the Central Bank of Syria.

ü  Notification of payment of the specified registration fees.

ü  Certificate of registration of the bank in the commercial register.

ü  A certified copy of the bank's articles of association.

ü  The names of the members of the board of directors and the name of the general manager/CEO of the bank.

ü  Submission of all the regulations prepared by the bank upon their proper approval (workers statutes after approval by the Ministry of Social Affairs and Labor - operations regulations - policies and procedures manual) for the purpose of reviewing them. The content of these regulations and their compliance with the applicable laws and regulations remain the responsibility of the microfinance bank.

ü  After verifying the completion of the registration documents mentioned above, a decision to register the bank shall be issued by the Management Committee of the Central Bank of Syria within 15 days from the date of completion of the registration documents. The bank shall not commence its operations before the issuance of its registration decision.

Service Fees:

ü  Study expenses

ü  Registration fees